TENET HEALTHCARE CORP
For the period ended May 22, 2024. Filed Apr 12, 2024.
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May 22, 2024 · Filed Apr 12, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under Rule 14a-12 |
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Tenet Healthcare Corporation
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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2024 Notice of Annual Meeting and Proxy Statement
MISSION Our mission is to provide quality, compassionate care in the communities we serve. Creating an ethos of good health, wellness and responsibility is central to our mission and an everyday commitment to our neighbors and families. VISION Our Vision is to consistently deliver the right care, in the right place, at the right time and to be a premier organization, where patient care and saving lives remain our focus. Our vision re ects our aspirations for the future and the goals we work toward – together. We are better together.
Dear Fellow Shareholders,
In 2023, Tenet continued to deliver strong financial performance and disciplined operational execution to build long-term value for our shareholders. The year was a testament to our team’s resilience and commitment to compliance, quality, and safety, as we enhanced healthcare services in the communities we serve. Our commitment to partnership with physicians to build new and cutting edge healthcare services is a distinctive feature of our business model.
Each quarter in 2023, Tenet exceeded the performance expectations we set. This was a result of continued demand for our care and our ability to effectively manage resources in the right place at the right time such that we could optimize the performance across our operations. This resulted in improvement in cash flow generation during the year which helped us find opportunities to invest in our communities and reduce leverage on the balance sheet.
Tenet maintained its positive momentum this past year, marking it as one of exceptional performance and continued strategic transformation. Let me share highlights.
Accelerating Tenet’s portfolio transformation. We continued to transform towards a more value-based care enterprise with a leading specialty care platform. In 2023, we announced the divestiture of three Coastal South Carolina hospitals and related entities, continued to develop a new hospital campus in San Antonio, Texas and added thirty lower-cost ambulatory surgery centers to USPI. USPI’s M&A engine, under the Tenet umbrella, continues to be an industry-leading differentiator and we maintain a robust pipeline. We continue to execute strategic acquisitions, de novo developments and divestitures to advance our business transformation, reduce leverage and enhance free cash flow over time.
Meeting community demand for high-quality care and access to care. We delivered exceptional growth in 2023. USPI had 9.2% growth in same-facility revenues, well above our long-term goal of 4-6% growth. USPI also increased higher acuity procedures with joint replacements up nearly 20% in the fourth quarter. The hospitals enhanced access to high-acuity care across cardiovascular, neurosciences, surgical services and more. This resulted in sustained acuity growth with fourth quarter 2023 revenue per adjusted admissions up 6.5% over the prior year. Conifer also announced new clients and renewals, including the continuation of anend-to-end revenue cycle management partnership with Dartmouth Health.
Delivering the right resources at the right time, supported by data-driven decisions. Each of our business segments enhanced operational efficiency in 2023. Our operations delivered industry-leading margins in our ambulatory segment and made a strong commitment to deliver care with our own workforce viabest-in-class contract labor management and strong hiring results through local partnerships with nursing and allied health professional schools. For the year, Tenet’s consolidated adjusted EBITDA margin reached a multi-decade high above 17%.
Expanding Tenet’s ecosystem of high-quality physicians. We continue to enhance our network of physicians with a shared commitment to innovation, quality and safety, and patient experience. In 2023, we welcomed nearly two hundred new physicians to our employed physician group. USPI also continued to welcome new physician partners as well as new physicians to its active medical staff.
Continuing a purpose-driven approach to corporate responsibility. We continue to advance our programs that support the key aspects of corporate responsibility, with Board oversight. Our 2024 ESG report will share our approach to foster a diverse and inclusive culture, strengthen the health of our communities, support climate sustainability, lead with integrity, and apply sound governance.
Maintaining a high-performance culture. In 2023, we ensured a seamless management transition of our Chief Financial Officer from Daniel Cancelmi to Sun Park, consistent with our expectations. Our high-performing leadership team continues to drive strategic priorities, taking a data-driven and outcomes-focused approach. Furthermore, our organization promotes a culture of quality, safety, and compliance.
The accomplishments of 2023 reflect the collective effort and dedication of our entire team. I would like to extend my appreciation to all our physicians, caregivers, and staff for their steadfast commitment to providing high-quality, compassionate care for our communities. On behalf of Tenet’s Board of Directors and leadership team, we are grateful for the support of our shareholders and our partners as we continue to pursue our valuable mission.
Respectfully, Saum Sutaria, M.D. Chairman and Chief Executive Officer Tenet Healthcare
TENET HEALTHCARE CORPORATION
14201 Dallas Parkway
Dallas, Texas 75254
(469)893-2200
Notice of Annual Meeting of Shareholders to be held on Wednesday, May 22, 2024
April 12, 2024
To our Shareholders:
Our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on May 22, 2024, at 8:00 a.m. Central Time. You will be able to attend and participate in the Annual Meeting by registering atwww.proxydocs.com/THC. After you complete your registration, you will receive further instructions via email, including a unique link that will provide you access to the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote. Our Annual Meeting is being held for the following purposes:
| 1. | To elect the 13 directors named in the accompanying Proxy Statement, each to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, whichever is later, or until the director’s earlier resignation or removal. |
| 2. | To vote, on an advisory basis, to approve the Company’s executive compensation. |
| 3. | To ratify the selection of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2024. |
| 4. | To vote on two shareholder proposals, if properly presented at the meeting. |
We will also consider and take action on any other business that properly comes before the meeting or any adjournment or postponement of the meeting.
Only shareholders of record of our common stock at the close of business on March 27, 2024 are entitled to notice of and to vote at the Annual Meeting.
It is important that your shares be represented and voted at the Annual Meeting. You may vote your shares via the Internet, by telephone or by completing and returning a proxy card. Specific voting instructions are set forth in the “General Information Regarding the Annual Meeting and Voting” section of the accompanying Proxy Statement and on the proxy card.
Thomas W. Arnst
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on May 22, 2024
The accompanying Proxy Statement and the Company’s proxy card, as well as our Annual
Report on Form 10-K for the year ended December 31, 2023, are available atwww.proxydocs.com/THC.
We have adopted a virtual meeting format for our Annual Meeting, conducted via a live audio webcast. You will be able to attend the Annual Meeting online, listen to the meeting live, submit questions and vote your shares electronically during the meeting by registering atwww.proxydocs.com/THC. We have designed the format of the Annual Meeting to provide shareholders with substantially the same rights and opportunities to participate as they would at anin-person meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.
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